Stock Code: Hunan Nanling Industry Explosive Material Co.Ltd(002096) stock abbreviation: Hunan Nanling Industry Explosive Material Co.Ltd(002096) Announcement No.: 2022029 Hunan Nanling Industry Explosive Material Co.Ltd(002096)
Announcement of resolutions of the 2021 annual general meeting of shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. There is no case of adding or rejecting proposals at this shareholders’ meeting;
2. This general meeting of shareholders does not involve changing the resolution of the previous general meeting of shareholders;
3. The shareholders’ meeting was held by combining on-site voting and online voting.
1、 Meetings held
1. Notice of the meeting: the notice of convening this meeting was published in securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com on April 28, 2022 info. com. cn.。
2. Meeting time:
(1) On site meeting time: 4:00 p.m. on Wednesday, May 18, 2022.
(2) Online voting time: May 18, 2022.
The time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on the trading day of May 18, 2022;
The voting time through the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
3. The site meeting was held in the conference room on the 24th floor of Xintiandi building.
4. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting.
5. Convener: the board of directors of the company.
6. Moderator: Chairman Zeng Dekun.
7. The convening, convening and voting procedures of the meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other laws, regulations and normative documents.
2、 Attendance at the meeting
A total of 11 shareholders and their authorized representatives attended the on-site meeting and online voting of the general meeting of shareholders, with 243062812 representative shares, accounting for 639339% of the total shares of the company. Among them, one shareholder and his authorized representative attended the on-site meeting of the general meeting of shareholders, representing 241038812 shares, accounting for 634015% of the total shares of the company; A total of 9 shareholders and their authorized representatives participated in the online voting of the general meeting of shareholders, representing 2024000 shares, accounting for 0.5324% of the total shares of the company.
A total of 9 minority shareholders (minority shareholders refer to shareholders who individually or jointly hold less than 5% of the company’s shares and are not directors, supervisors or senior managers of the company, excluding 5%, the same below) and their authorized representatives attended the general meeting, representing 2024000 shares, accounting for 0.5324% of the total shares of the company.
All directors, supervisors, senior executives and witness lawyers of the company attended the meeting as nonvoting delegates.
3、 Consideration and voting of proposals
The general meeting of shareholders adopted a combination of on-site voting and online voting to deliberate the proposals submitted by the board of directors and the board of supervisors one by one. The deliberation and voting results are as follows:
1、 Deliberated and adopted the work report of the board of directors of the company in 2021.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
2、 Deliberated and adopted the work report of the board of supervisors in 2021.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
3、 The proposal on the company’s financial final accounts in 2021 was reviewed and approved.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
4、 The proposal of the company’s 2022 annual financial budget plan was reviewed and approved.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
5、 The proposal of the company’s profit distribution plan for 2021 was reviewed and approved.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of minority shareholders: 2019500 shares agreed, accounting for 997777% of the total number of valid voting shares of minority shareholders attending the meeting; Against 4500 shares, accounting for 0.2223% of the total effective voting shares of minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total effective voting shares of minority shareholders attending the meeting.
It is decided to distribute a cash dividend of 0.3 yuan (including tax) for every 10 shares to all shareholders based on the total share capital of 38017820000 shares of the company on December 31, 2021, with a total cash dividend of 1140534600 yuan; No bonus shares will be given and no accumulation fund will be converted into share capital. The remaining undistributed profits are carried forward and distributed in subsequent years.
6、 The company’s 2021 annual report and summary of annual report were reviewed and approved.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
7、 The proposal on the company’s application for credit from the bank was deliberated and adopted.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
8、 The proposal on signing the related party transaction agreement between the company and related parties was considered and adopted.
The voting result of the proposal is: 2015500 shares are approved, accounting for 995800% of the total number of valid voting shares attending the meeting; 8500 opposition shares, accounting for 0.4200% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting. Related shareholders Hunan Nanling Chemical Group Co., Ltd. and Hunan shenax Investment Management Co., Ltd. avoided the vote on the proposal.
Among them, the voting situation of minority shareholders: 2015500 shares agreed, accounting for 995800% of the total number of valid voting shares of minority shareholders attending the meeting; 8500 opposition shares, accounting for 0.4200% of the total effective voting shares of minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total effective voting shares of minority shareholders attending the meeting.
9、 The proposal on daily related party transactions in 2022 was considered and adopted.
The voting result of the proposal is: 2015500 shares are approved, accounting for 995800% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.2223% of the total number of valid voting shares attending the meeting; Abstained 4000 shares, accounting for 0.1976% of the total number of valid voting shares attending the meeting. Related shareholders Hunan Nanling Chemical Group Co., Ltd. and Hunan shenax Investment Management Co., Ltd. avoided the vote on the proposal.
Among them, the voting situation of minority shareholders: 2015500 shares agreed, accounting for 995800% of the total number of valid voting shares of minority shareholders attending the meeting; Against 4500 shares, accounting for 0.2223% of the total effective voting shares of minority shareholders attending the meeting; Abstained 4000 shares, accounting for 0.1976% of the total effective voting shares of minority shareholders attending the meeting.
10、 The proposal on the assessment and settlement of the remuneration of the company’s directors and supervisors in 2021 was reviewed and adopted. The voting result of the proposal was: 243054312 shares were approved, accounting for 999965% of the total number of valid voting shares attending the meeting; 8500 opposition shares, accounting for 0.0035% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of minority shareholders: 2015500 shares agreed, accounting for 995800% of the total number of valid voting shares of minority shareholders attending the meeting; 8500 opposition shares, accounting for 0.4200% of the total effective voting shares of minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total effective voting shares of minority shareholders attending the meeting.
11、 Deliberated and approved the Trial Measures for the remuneration of directors and supervisors of the company in 2022.
The voting result of the proposal was: 243054312 shares were approved, accounting for 999965% of the total number of valid voting shares attending the meeting; 8500 opposition shares, accounting for 0.0035% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of minority shareholders: 2015500 shares agreed, accounting for 995800% of the total number of valid voting shares of minority shareholders attending the meeting; 8500 opposition shares, accounting for 0.4200% of the total effective voting shares of minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total effective voting shares of minority shareholders attending the meeting.
12、 The proposal on Amending the articles of association was deliberated and adopted.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
This proposal is a special resolution, which has been approved by more than two-thirds of the total voting shares attending the general meeting of shareholders, and has been deliberated and adopted by the general meeting of shareholders.
13、 The proposal on Amending the rules of procedure of the board of directors was considered and adopted.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
14、 The proposal on Amending the rules of procedure of the general meeting of shareholders was considered and adopted.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
15、 The proposal on reformulating the measures for the administration of raised funds was considered and adopted.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
16、 The proposal on purchasing directors, supervisors and senior managers’ liability insurance was deliberated and adopted.
The voting result of the proposal was: 243054312 shares were approved, accounting for 999965% of the total number of valid voting shares attending the meeting; 8500 opposition shares, accounting for 0.0035% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of minority shareholders: 2015500 shares agreed, accounting for 995800% of the total number of valid voting shares of minority shareholders attending the meeting; 8500 opposition shares, accounting for 0.4200% of the total effective voting shares of minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total effective voting shares of minority shareholders attending the meeting.
17、 The proposal on the provision for asset impairment in 2021 was considered and adopted.
The voting result of the proposal was: 243058312 shares were approved, accounting for 999981% of the total number of valid voting shares attending the meeting; Against 4500 shares, accounting for 0.0019% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting situation of minority shareholders: 2019500 shares agreed, accounting for 997777% of the total number of valid voting shares of minority shareholders attending the meeting; Against 4500 shares, accounting for 0.2223% of the total effective voting shares of minority shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the total effective voting shares of minority shareholders attending the meeting.
4、 Report of independent directors
In this share
